SCHEDULE 14C INFORMATION
INFORMATION STATEMENT PURSUANT TO SECTION 14(C) OF THE
SECURITIES EXCHANGE ACT OF 1934
Check the appropriate box:
[X] Preliminary Information Statement
[ ] Confidential, for Use of the Commission Only (as permitted by Rule
14c-5(d)(2))
[ ] Definitive Information Statement
E-TREND NETWORKS, INC.
(Name of Registrant As Specified in its Charter)
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E-TREND NETWORKS, INC.
5919 3rd Street S.E.
Calgary, Alberta T2H 1K3 Canada
INFORMATION STATEMENT
CORPORATE ACTION TO BE TAKEN EFFECTIVE FEBRUARY 19, 2002
INTRODUCTION
This Information Statement will be first sent or given to shareholders on or
about January 28, 2002, in connection with corporate action to be taken
effective February 19, 2002. E-Trend Networks, Inc. (the "Company") has adopted
an amendment to its Certificate of Incorporation, which has an effective date of
February 19, 2002.
**WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED NOT TO SEND US A
PROXY.**
VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF
VOTING SECURITIES
Shareholders of the Company have adopted the amendment to the Certificate of
Incorporation by means of a written consent dated January 14, 2002. On that
date, 5,212,702 shares of Common Stock were issued and outstanding.
VOTING RIGHTS AND REQUIREMENTS
Consent from the holders of a majority of the shares outstanding was required to
adopt the amendment to the Certificate of Incorporation.
PRINCIPAL SECURITY HOLDERS
The following table sets forth information, as January 14, 2002, with respect to
the beneficial ownership of the Company's Common Stock by each person known by
the Company to be the beneficial owner of more than five percent of the
outstanding Common Stock and by directors and officers of the Company, both
individually and as a group:
SHARES OWNED BENEFICIALLY
BENEFICIAL OWNERS AND OF RECORD PERCENT OF CLASS (1)<F1>
VHQ Entertainment Inc. 2,000,000 38.4%
6201 - 46th Avenue
Red Deer, AB T6N 6Z1 Canada
Sara Hallitex Corporation (2)<F2> 500,000 9.6%
4344 Promenade Way No. 102P
Marina Del Rey, CA 90292-6281
Gregg C. Johnson 415,905 (3)<F3> 7.8%
6201 - 46th Avenue
Red Deer, AB T6N 6Z1 Canada
Trevor M. Hillman 410,000 (3)<F3> 7.7%
6201 - 46th Avenue
Red Deer, AB T6N 6Z1 Canada
Ayaz Kara 12,500 0.2%
Michael McKelvie 8,333 (4)<F4> 0.2%
E-Trend Networks, Inc. Information Statement - Page 1 of 2
SHARES OWNED BENEFICIALLY
BENEFICIAL OWNERS AND OF RECORD PERCENT OF CLASS (1)<F1>
Sean L. Krause -0- --
Robert G. Taylor -0- --
Officers and directors as a group 20,833 (4)<F4> 0.4%
(4 persons)
- ----------
<FN>
(1)<F1> Based on 5,212,702 shares outstanding. If a person listed on this table
has the right to obtain additional shares of common stock within 60
days from January 14, 2002, the additional shares are deemed to be
outstanding for the purpose of computing the percentage of class owned
by such person, but are not deemed to be outstanding for the purpose of
computing the percentage of any other person.
(2)<F2> Sara Hallitex Corporation is owned and controlled by Garrett Krause.
(3)<F3> Includes 100,000 shares issuable upon exercise of stock options.
(4)<F4> Includes 8,333 shares issuable upon exercise of stock options.
</FN>
Changes in Control
As of December 26, 2001, each of Messrs. Johnson and Hillman sold 250,000 shares
to The Game Holdings, Ltd. As of January 14, 2002, the shares had not been
transferred into the name of The Game Holdings, Ltd. On December 26, 2001, VHQ
Entertainment executed an agreement sell its 2,000,000 shares to The Game
Holdings, Ltd. That transaction has not yet been fully consummated. The Game
Holdings, Ltd. is controlled by Garrett Krause. The Game Holdings, Ltd. intends
to transfer these shares to another entity in which Mr. Krause acts as managing
director. Upon completion of these transactions, Mr. Krause will own
beneficially 57.6% of the outstanding shares of the Company.
AMENDMENT TO THE CERTIFICATE OF INCORPORATION
The Company has determined to amend its Certificate of Incorporation by changing
its name to Wilmington Rexford, Inc.
Management believes that this new name will more clearly reflect the Company's
determination to diversify its operations into five different disciplines.
E-Trend Networks, Inc. Information Statement - Page 2 of 2